Amlak International for Real Estate Finance ProspectusA Saudi closed joint stock company with Commercial Registration No. 1010234356 dated 27/05/1428H (corresponding to 13/06/2007G), by virtue of Minister of Commerce and Industry Resolution No. 132/S dated 25/05/1428H (corresponding to 11/06/2007G), SAMA License No. 2 /PU/201312 dated 21/02/1435H (corresponding to 24/12/2013G) and SAGIA License No. 102030115042 dated 19/12/1427G (corresponding to 09/01/2007G).

Offering of twenty-seven million, one hundred eighty thousand (27,180,000) ordinary shares, representing 30% of the Share Capital of Amlak International for Real Estate Finance through a public offering at a price of SAR (([•])) per share

Offering Period for Individual: 4 days starting from 11/11/1441H (corresponding to 02/07/2020G)

to 14/11/1441H (corresponding to 05/07/2020G)

Amlak International for Real Estate Finance (hereinafter referred to as the “Company” or the “Issuer”) is a Saudi closed joint stock company established under Commercial Registration No. 1010234356 dated 27/05/1428H (corresponding to 13/06/2007G), Minister of Commerce and Industry Resolution No. 132/S dated 25/05/1428H (corresponding to 11/06/2007G), SAMA License No. 2/ PU/201312 dated 21/02/1435H (corresponding to 24/12/2013G) and SAGIA License No. 102030115042 dated 19/12/1427H (corresponding to 09/01/2007G), and its registered address is P.O. Box 28088, Al Mathar Street, Riyadh, 11437, KSA the Company’s headquarters were then transfer to their new location located at 3485 ath thumamah road, Al Rabie District Riyadh 13316 - 8450 P.O. Box 28088, Riyadh, 11437, Kingdom of Saudi Arabia.

The Company was established as a Saudi closed joint stock company with a Share Capital of one billion (1,000,000,000) Saudi riyals divided into one hundred million (100,000,000) ordinary cash shares with a fully-paid nominal value of ten (10) Saudi riyals per share. At the Extraordinary General Assembly Meeting held on 02/09/1432H (corresponding to 02/08/2011G), the Shareholders decided to reduce the Share Capital from one billion (1,000,000,000) Saudi riyals to eight hundred seventy-seven million, five hundred thousand (877,500,000) Saudi riyals, as it exceeded the Company’s needs. To reduce it, the Company was to purchase and cancel twelve million, two hundred fifty thousand (12,250,000) shares in accordance with the relevant provisions of the Companies Law. At its Meeting held on 09/06/1433H (corresponding to 30/04/2012G), the Extraordinary General Assembly decided to amend its previous decision on the reduction of the Share Capital from one billion (1,000,000,000) Saudi riyals to eight hundred seventy-seven million, five hundred thousand (877,500,000) Saudi riyals. Following this amendment, the Share Capital was to be reduced from one billion (1,000,000,000) Saudi riyals to nine hundred million (900,000,000), as it exceeded the Company’s needs. To reduce it, the Company was to purchase and cancel ten million (10,000,000) shares in accordance with the relevant provisions of the Companies Law. At the Extraordinary General Assembly Meeting held on 19/8/1438H (corresponding to 16/05/2017G), the Shareholders decided to increase the Share Capital of the Company from nine hundred million (900,000,000) Saudi riyals to nine hundred three million (903,000,000) Saudi riyals through issuance of three hundred thousand (300,000) new shares at a value of three million (3,000,000) Saudi riyals, registered to some employees under the Employee Share Scheme. At the Extraordinary General Assembly Meeting held on 21/08/1439H (corresponding to 07/05/2018G), the Shareholders also approved the increase of the Company’s Share Capital from nine hundred three million (903,000,000) Saudi riyals to nine hundred six million (906,000,000) Saudi riyals through the issuance of three hundred thousand (300,000) new shares at a value of three million (3,000,000) Saudi riyals, registered to some of the employees under the Employee Share Scheme.

The Company’s current Share Capital is nine hundred six million (906,000,000) Saudi riyals divided into ninety million, six hundred thousand (90,600,000) shares with a fully-paid nominal value of ten (10) Saudi riyals per share.

The initial public offering of the Company’s shares (the “Offering”) will be for twenty-seven million, one hundred eighty thousand (27,180,000) ordinary shares (collectively, the “Offer Shares” and each an “Offer Share”). The Offering price will be ([•]) Saudi riyals per Offer Share (the “Offer Price”), with each Offer Share carrying a fully paid nominal value of ten (10) Saudi riyals. The Offer Shares represent thirty percent (30%) of the issued Share Capital of the Company.

The Offering shall be limited to two tranches of investors (the “Investors”):

Tranche (A): Participating Parties: This tranche is comprised of a number of institutions and companies, including investment funds, qualified foreign investors and companies, and Gulf investors with legal personality (collectively referred to as the “Participating Parties.” Please see Section (1) “Terms and Definitions” for more information. The number of Offer Shares to be initially allocated to the Institutional Subscribers is twenty-seven million, one hundred eighty thousand (27,180,000) Offer Shares, representing one hundred percent (100%) of the Offer Shares. However, the final allocation will be made after the end of the Individual Subscribers’ subscription. In the event that Individual Subscribers (as defined in Tranche B below) subscribe for the Offer Shares allocated thereto, the Bookrunner shall have the right to reduce the number of Offer Shares allocated to Institutional Subscribers to twenty-four million, four hundred sixty-two thousand (24,462,000) shares, representing ninety percent (90%) of the Offer Shares.

Tranche (B): Individual Subscribers: This tranche comprises Saudi natural persons including any divorced or widowed Saudi woman having minor children from a marriage to a non-Saudi individual, who is entitled to subscribe to the Offer Shares for her own benefit, in the names of her minor children, on the condition that she proves that she is divorced or widowed and the mother of her minor children, any non-Saudi natural person who is resident in the Kingdom who has a bank account with one of the Receiving Entities and GCC natural persons (collectively referred to as the “Individual Subscribers,” and each an “Individual Subscriber” and together with the Institutional Subscribers as the “Subscribers”). Subscription of a person in the name of his divorcee shall be deemed invalid, and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted. A maximum of two million, seven hundred eighteen thousand (2,718,000) Offer Shares representing ten percent (10%) of the Offer Shares shall be allocated to Individual Subscribers. If the Individual Subscribers do not subscribe for all the shares allocated to them, the Bookrunner may reduce the number of shares allotted to them in proportion to the number of shares for which they subscribed.

The Offer Shares will be sold by the Selling Shareholders listed on pages [([xix and xx]) of this Prospectus (collectively referred to as the “Selling Shareholders”) who collectively own 100% of the Company’s Shares prior to the Offering. Upon completion of the Offering, the Selling Shareholders will collectively own seventy percent (70%) of the Company’s Shares and will consequently retain a controlling interest in the Company. The proceeds from the Offering, after deduction of the Offering expenses (the “Net Offering Proceeds”), will be distributed to the Selling Shareholders prorated to the number of the Offer Shares sold in the Offering by each one of them. The Company will not receive any part of the Net Offering Proceeds, as illustrated in Section 8 Use of Proceeds. The Offering is fully underwritten by the Underwriter (for further details, please see Section (13) “Underwriting” of this Prospectus). The Major Shareholders, with the shareholdings disclosed herein, will be subject to a restriction period during which they will be prohibited from selling their Shares for a period of six (6) months as of the date trading starts on the Exchange (the “Lock-up Period”) as indicated on page ([xvi]). The Major Shareholders at the Company, who own 5% or more of its Shares, are those whose names and ownership percentages of the Company’s Share Capital are listed on page [xii].

The Offering will commence on 1 1/11/1441H (corresponding to 02/07/2020G), and will remain open for a period of seven days up to and including the closing day on 14/11/1441H (corresponding to 05/07/2020G) (“Offering Period”). Subscription to the Offer Shares can be made through any of the branches of the Receiving Entities (the “Receiving Entities”) listed on page (viii) during the Offering Period for Individual (for further details, please see the Section “Key Dates and Subscription Procedures” and Section 16, “Details on Shares and Subscription Terms & Conditions”). Institutional Subscribers may subscribe for the Offer Shares through the Bookrunner during the Book Building Process, which will take place prior to the offering of the Shares to Individual Subscribers.

Each Individual Subscriber must apply for a minimum of ten (10) Offer Shares. The minimum number of Offer Shares that can be subscribed for is ten (10) Shares, while the maximum number is one million (1,000,000) Shares. The balance of the Offer Shares, if any, will be allocated as proposed by the Company and the Financial Advisor. In the event that the number of Individual Subscribers exceeds two hundred seventy-one thousand, eight hundred (271,800) Individual Subscribers, the Company will not guarantee the minimum allocation of ten (10) Offer Shares per Individual Subscriber and the allocation will be determined at the discretion of the Company and Financial Advisor. Excess subscription monies, if any, will be refunded to the Individual Subscribers without any charge or withholding by the Receiving Entities. Notification of the final allotment on 21/11/1441H (corresponding to 12/07/2020G) and refund of subscription monies, if any, will be made no later than 23/11/1441H (corresponding to 14/07/2020G) (see Sub-section “Allocation of Shares and Refund of Excess Subscription Monies” in Section 16 “Details on Shares and Subscription Terms & Conditions” of this Prospectus).

The Company has one class of ordinary shares. Each Share entitles its holder to one vote, and each shareholder has the right to attend and vote at the General Assembly meeting of the Company (the “General Assembly”). No Shareholder benefits from any preferential voting rights. The Offer Shares will entitle holders to receive dividends declared by the Company as of the date of this Prospectus (please see Section 7 “Dividend Distribution Policy” of this Prospectus).

Prior to the Offering, there has been no public market for the Shares in the Kingdom or elsewhere. The Company has submitted an application for registration and offer of the Shares to the Capital Market Authority (the “CMA”), and an application for listing of the Shares on the Saudi Stock Exchange (the “Exchange” or “Tadawul”), together with all supporting documents required by the CMA. All relevant regulatory approvals required to conduct the Offering have been granted. It is expected that trading in the Shares will commence on the Exchange after the final allocation of the Offer Shares and satisfaction of necessary conditions and procedures (for further details, please see “Key Dates and Subscription Procedures”). Saudi Arabian nationals, non-Saudi Arabian nationals holding valid residency permits in the Kingdom, and companies, banks, and investment funds established in the Kingdom or in countries of the GCC, as well as GCC nationals, will be permitted to trade in the Shares after trading starts on the Exchange. Moreover, Qualified Foreign Investors (the “Qualified Foreign Investors”) will be permitted to trade in the Shares in accordance with the QFI Rules. Furthermore, non-Saudi nationals who are not residents in the Kingdom and institutions incorporated outside the Kingdom will be permitted to acquire an economic interest in the Shares by entering into a swap agreement with a person authorized by CMA to acquire, hold and trade shares on the Exchange on behalf of a Foreign Investor (the “Authorized Person”). Under such swap agreements, the Authorized Person will be the registered legal owner of such Shares.

The Company has submitted the application for registration and offer of the Shares to the CMA and an application for listing of the Shares on the Exchange and all requirements have been met.

Investment in Offer Shares involves certain risks and uncertainties. For a discussion of certain factors to be carefully considered before determining whether to subscribe for the Offer Shares, the “Important Notice” section on page (i) and Section (2) “Risk Factors” of this Prospectus should be carefully considered prior to making a decision to invest in the Offer Shares.

This prospectus includes information provided as part of the application for registration and o�er of securities in compliance with the Rules on the O�er of Securities and Continuing Obligations of the Capital Market Authority of the Kingdom of Saudi Arabia (the “Authority”) and the application for listing of securities in compliance with the Listing Rules of the Saudi Stock Exchange. The directors, whose names appear on page (iv), collectively and individually accept full responsibility for the accuracy of the information contained in this prospectus and con�rm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The Authority and the Exchange do not take any responsibility for the contents of this prospectus, do not make any representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus.

This Prospectus is uno�cial English translation of the o�cial Arabic Prospectus and is provided for information purpose only. The Arabic Prospectus Published on the CMA’s website (www.cma.org.sa) remains the only o�cial, legally binding version and shall prevail in the event of any con�ict between the two languages.

This Prospectus is dated 28/04/1441H (corresponding to 25/12/2019G).

Financial Advisor, Bookrunner, Underwriter and Lead Manager

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Important Notice This Prospectus contains detailed information relating to the Company and the Shares. When submitting an application for the Offer Shares, investors will be treated as applying solely on the basis of the information contained in this Prospectus, copies of which are available by visiting the websites of the Company (www.amlakint.com), the CMA (www.cma.org.sa) or the Financial Advisor and the Lead Manager (www.alahlicapital.com).

With respect to the Offering, NCB Capital Company (“NCB Capital”) has been appointed by the Company as the Financial Advisor (the “Financial Advisor”), Bookrunner, Lead Manager (the “Lead Manager”) and Underwriter (the “Underwriter”). (Please see Section (13) “Underwriting” of this Prospectus).

This Prospectus includes information that has been presented in accordance with the Rules on the Offer of Securities and Continuing Obligations issued by the CMA. The Directors, whose names appear on page (iv), collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

While the Company has made all reasonable enquiries as to the accuracy of the information contained in this Prospectus as of the date hereof, a substantial portion of the information in this Prospectus relevant to the markets and industry in which the Company operates is derived from external sources, Company Management estimates and publicly available information, data and analysis from prospectuses issued by data, information and news providers. While neither the Company nor any of its Advisors have any reason to believe that any of the market and industry information is materially inaccurate, neither the Company nor any of the Advisors has independently verified such information, and no representation or assurance is made with respect to the accuracy or completeness of any of this information.

The information contained in this Prospectus as of the date hereof is subject to change. In particular, the actual financial position of the Company and the value of the Offer Shares may be adversely affected by future developments, such as inflation, interest rates, taxation or other economic, political and any other factors, over which the Company has no control (for further details, please see Section (2) (“Risk Factors”). Neither the delivery of this Prospectus nor any oral or written information in relation to the Offer Shares is intended to be or should be construed as or relied upon in any way, as a promise, affirmation or representation as to future earnings, results or events.

This Prospectus is not to be regarded as a recommendation on the part of the Company, the Directors, the Selling Shareholders, or the Advisors to participate in the Offering. Moreover, the information provided in this Prospectus is of a general nature and has been prepared without taking into account individual investment objectives, the financial situation or particular investment needs of the persons who intend to invest in the Offer Shares. Prior to making an investment decision, each recipient of this Prospectus is responsible for obtaining independent professional advice from a CMA licensed financial advisor in relation to the Offering to assess the appropriateness of the financial information provided herein with regard to the recipient’s individual objectives, financial situation and investment needs, and must rely on its own examination of the Company and the appropriateness of both the investment opportunity and the information herein with regard to the recipient’s individual objectives, financial situation and needs, including the merits and risks involved in investing in the Offer Shares. An investment in the Offer Shares may be appropriate for some investors but not others, and prospective investors should not rely on another party’s decision whether to invest as a basis for their own examination of the investment opportunity and such investor’s individual circumstances.

The Offering is directed at, and may be accepted only by: (A) Institutional Subscribers, comprising a number of institutions and companies, including investment funds, qualified foreign investors and companies, and Gulf investors with legal personality (for further details, please see Section (1) “Terms and Definitions”); and (B) Individual Subscribers. This tranche comprises Saudi natural persons including any divorced or widowed Saudi woman having minor children from a marriage to a non-Saudi individual, who is entitled to subscribe to the Offer Shares for her own benefit, in the names of her minor children, on the condition that she proves that she is divorced or widowed and the mother of her minor children, any non-Saudi natural person who is resident in the Kingdom who has a bank account with one of the Receiving Entities and GCC natural persons. Subscription of a person in the name of his divorcee shall be deemed invalid, and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted.

ii

The distribution of this Prospectus and the sale of the Offer Shares in any country other than the Kingdom are expressly prohibited. The Company and its Financial Advisor ask all recipients of this Prospectus to inform themselves of all legal and regulatory restrictions relevant to this Offering and the sale of the Shares and to observe all such restrictions.

Market and Industry InformationThe information provided herein on the real estate financing industry in which the Company operates is provided by 4SIGHT - Arabian Market Vision Co. Ltd. (the “Market Consultant”).

Arabian Market Vision Co. Ltd. is a company specialized in market statistics and information that operates in the Middle East and has partnerships in the consumer goods, banking and financial services, telecommunications, real estate, retail, government and other sectors. The Company believes that the information and data obtained or derived from the market study report prepared by the Market Consultant is reliable. However, such information and data has not been independently verified by the Company, the Directors, the Advisors or the Selling Shareholders, and thus none of them bears any liability for the accuracy or completeness of the said information.

The Market Consultant does not, nor do any of its subsidiaries, shareholders, directors, or their relatives, own any shares or any interest of any kind in the Company. As of the date of this Prospectus, the Market Consultant has given and not withdrawn its written consent for the publication of market information supplied by it to the Company in the manner and format set out in this Prospectus. The Company believes that the information and data from third-party sources contained in this Prospectus, including those provided by the Market Consultant, are reliable. However, such information and data have not been independently verified by the Company, the Directors, the Advisors or the Selling Shareholders. Furthermore, industry and market data is subject to change and cannot be verified with certainty. Accordingly, none of these parties bears any liability for the accuracy or completeness of such information or data.

Financial InformationThe Company presents its financial statements in Saudi riyals. The Company’s audited financial statements for the financial year ended 31 December 2016G, and the accompanying notes thereto included elsewhere in this Prospectus, have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as stipulated in Article 71 of the Implementing Regulations of the Law on Supervision of Finance Companies. They were audited by the Company’s Auditor Ernst & Young & Co (Public Accountants).

The Company’s audited financial statements for the financial years ended 31 December 2017G and 2018G and the six-month period ended 30 June 2019G, and the accompanying notes thereto included elsewhere in this Prospectus, have been prepared in accordance with the International Financial Reporting Standards as amended by SAMA. They were audited by the Company’s Auditor KPMG Al Fozan & Partners (Public Accountants).

Forecasts and Forward-Looking StatementsThe forecasts set forth in this Prospectus have been prepared on the basis of assumptions based on the Company’s information according to its market experience, as well as on publicly available market information. Future operating conditions may differ from the assumptions used, and consequently no affirmation or warranty is made with respect to the accuracy or completeness of any of these forecasts. The Company stresses that every professional due care has been taken in preparing the statements contained in this Prospectus. Certain statements in this Prospectus constitute “forward-looking statements”. Such statements can generally be identified by their use of forward-looking words such as “plans”, “estimates”, “believes”, “expects”, “may”, “will”, “should”, “expected”, “would be”, “believed” or the negative thereof or other variations of such terms or comparable terminology. These forward-looking statements reflect the current views of the Company and its Management with respect to future events but are not a guarantee of future performance. Many factors could cause the actual results, performance, or achievements of the Company to be significantly different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. Some of the risks and factors that could have such an effect are described in more detail in other sections of this Prospectus (please see Section (2) “Risk Factors” of this Prospectus). Should any one or more of these risks or uncertainties materialize or any underlying assumptions prove to be inaccurate or incorrect, the Company’s actual results may vary materially from those described, expected, estimated or planned in this Prospectus.

iii

Subject to the requirements of the Rules on the Offer of Securities and Continuing Obligations, the Company must submit a supplementary prospectus if, at any time after this Prospectus has been approved by the CMA and before its Shares are registered with the Saudi Stock Exchange, the Company becomes aware that: (a) there has been a significant change in any material information contained in this Prospectus or any document required by the Rules on the Offer of Securities and Continuing Obligations; or (b) the occurrence of additional significant matters, which would have been required to be included in this Prospectus. Except in the aforementioned circumstances, the Company does not intend to update or otherwise revise any industry or market information in this Prospectus, whether as a result of new information, future events or otherwise. As a result of the aforementioned and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Prospectus might not occur in the way the Company expects, or at all. Subscribers should consider all forward-looking statements in light of these explanations and should not place undue reliance on forward-looking statements.

Certain TermsCertain figures and percentages included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

iv

Corporate Directory

Board of Directors:Table (1): Board of Directors

Nam

e

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Stat

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rd*

Abdullah Ibrahim Sulaiman Al-Howaish

Chairman N/A Saudi Non-executive / non-independent

2.28% N/A 04/06/2018G

Mansour bin Abdul Aziz Al-Bosaily

Vice Chairman

N/A Saudi Non-executive / independent

N/A N/A 04/06/2018G

Faisal Abdullah Abdulaziz Al Omran

Director The Saudi Investment Bank

Saudi Non-executive / non-independent

N/A N/A 04/06/2018G

Khalid Abdulaziz Abdulrahman Al Rayes

Director Aseer Saudi Non-executive / non-independent

N/A N/A 04/06/2018G

Amr Mohamed Abdullah Kamel

Director N/A Saudi Non-executive / independent

N/A N/A 04/06/2018G

Majed Abdulghani Abdul Hadi Fakeeh

Director The Saudi Investment Bank

Saudi Non-executive / non-independent

N/A N/A 04/06/2018G

Sultan Fawaz Abdulaziz Al Hokair

Director Almakarim International for Real Estate DevelopmentAl Bawarej International Development & Real Estate Investment Company

Saudi Non-executive / non-independent

N/A N/A 04/06/2018G

Thamer Abdulkader Abdullah Jan

Director N/A Saudi Non-executive / independent

N/A N/A 21/11/2018G

Adel Hussein Ali Ahmed

Director Amlak Finance Dubai

Emirati Non-executive / non-independent

N/A N/A 04/06/2018G

*Dates listed in this table are the dates of appointment to the current positions on the Board of Directors. The respective biographies of the Directors describe the dates of their appointment, whether to the Board of Directors or any other previous position. (For more information, please see Section (5.2) “The Company’s Organizational Structure” of this Prospectus).

v

Company’s Address and Representatives

Company’s AddressAmlak International for Real Estate Finance Company3485 ath thumamah roadAl Rabie District Riyadh 13316 - 8450 P.O. Box 28088, Riyadh, 11437Kingdom of Saudi ArabiaTel: +966 (11) 299 8700Fax: +966 (11) 463 5300Website: www.amlakint.com E-mail: info@amlakint.com

Company’s Representatives Abdullah Ibrahim Sulaiman Al-Howaish ChairmanAmlak International for Real Estate Finance Company3485 ath thumamah roadAl Rabie District Riyadh 13316 - 8450 P.O. Box 28088, Riyadh, 11437Kingdom of Saudi ArabiaTel: +966 (11) 299 8665Fax: +966 (11) 463 5300Website: www.amlakint.comE-mail: chairman@amlakint.com

Abdullah Turki Saad Al Sudairy Chief Executive Officer Amlak International for Real Estate Finance Company3485 ath thumamah roadAl Rabie District Riyadh 13316 - 8450 P.O. Box 28088, Riyadh, 11437Kingdom of Saudi ArabiaTel: +966 (11) 299 8663Fax: +966 (11) 463 5300Website: www.amlakint.comE-mail: ceo@amlakint.com

Secretary of the Board of Directors Omar Sulaiman Abanomia Amlak International for Real Estate Finance Company3485 ath thumamah roadAl Rabie District Riyadh 13316 - 8450 P.O. Box 28088, Riyadh, 11437Kingdom of Saudi ArabiaTel: +966 (11) 299 8704Fax: +966 (11) 463 5300Website: www.amlakint.comE-mail: ir@amlakint.com

The Exchange Saudi Stock Exchange (Tadawul)Tawuniya Towers King Fahad Road – Olaya 6897P.O. Box 60612 Riyadh 12211-3388 Kingdom of Saudi ArabiaTel: +966 (11) 218 9999Fax: +966 (11) 218 1220Website: www.tadawul.com.sa E-mail: webinfo@tadawul.com.sa

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Share Registrar Securities Depository Center Company (Edaa)Abraaj AttawuneiyaKing Fahd Road - Al Olaya 6897Unit No. 11, Riyadh 12211 - 3388 Kingdom of Saudi ArabiaTel: +966 92 002 6000Website: www.edaa.com.sa E-mail: cc@edaa.com.sa

Advisors Financial Advisor, Bookrunner, Underwriter and Lead Manager

NCB Capital Company (NCB Capital) King Saud Road, NCB Regional Building P.O. Box 22216, Riyadh 11495 Kingdom of Saudi ArabiaTel: +966 (11) 874 7106 Fax: +966 (11) 406 0052Website: www.alahlicapital.com E-mail: ncbc.cm@alahlicapital.com

Offering Legal Advisor

The Law Office of Looaye M. Al-Akkas Kingdom Tower, 49th Floor, 2239 Oroubah Road, Olaya, Unit No. 9P.O. Box 12214. Riyadh, 9597 Kingdom of Saudi ArabiaTel: +966 (11) 250 0800Fax: +966 (11) 211 0387Website: www.velaw.comE-mail: lalakkas@velaw.com

Financial Due Diligence Advisor

PricewaterhouseCoopers King Fahd RoadP.O. Box 8282, Riyadh, 11482Kingdom of Saudi ArabiaTel: +966 (11) 211 0400Fax: +966 (11) 465 1663Website: www.pwc.comE-mail: omar.alsagga@pwc.com

Market Consultant

4SIGHT - Arabian Market Vision Co. Ltd.Al Sercon Buildings No. 10, 1st FloorMusa Ibn Nusair St, Al OlayaP.O. Box 53052 Riyadh 11583 Kingdom of Saudi ArabiaTel: +966 (11) 450 7622 Ext: 121 Fax: +966 (11) 408 2262Website : www.4sight-global.com E-mail: nisar@4sight-global.com

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Auditor for the financial years ended 31 December 2017Gand 2018G and the six-month period ended 30 June 2019G

KPMG Al Fozan & Partners KPMG TowerSalaheddin Al-Ayyubi RoadP.O. Box 92876, Riyadh 11663Kingdom of Saudi ArabiaTel: + 966 (11) 874 8500Fax: + 966 (11) 874 8600Website: www.kpmg.com.saE-mail: marketingsa@kpmg.com

Auditor for the financial year ended 31 December 2016G

Ernst & Young & Co. (Certified Public Accountants) Al Faisaliah Tower P.O. Box 2732 Riyadh 11461Kingdom of Saudi Arabia Tel: +966 (11) 2734740Fax: +966 (11) 2734730E-mail: riyadh@sa.ey.comWebsite: www.ey.com/mena

Note: As of the date of this Prospectus, all the above-mentioned Advisors and Auditors have given and have not withdrawn their written consent to the publication of and reference to their names, addresses, logos and the statements attributed to each in the context in which they appear in this Prospectus, and do not themselves, their employees (from the engagement team serving the Company), or any of their relatives have any shareholding or interest of any kind in the Company or any of its Subsidiaries as of the date of this Prospectus which would impair their independence.

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Receiving Entities The Saudi Investment BankKing Saud RoadP.O. Box 3533 Riyadh 11481Kingdom of Saudi ArabiaTel: +966 (11) 478 6000Fax: +966 (11) 477 6781Website: www.saib.com.saE-mail: ir@saib.com.sa

NCBKing Abdul Aziz RoadP.O. Box 3555 Jeddah 21481Kingdom of Saudi ArabiaTel: + 966 (12) 649 3333Fax: + 966 (12) 643 7426Website: www.Alahli.com.saE-mail: contactus@alahli.com

Al Rajhi BankOlaya RoadP.O. Box 28, Riyadh 11411Kingdom of Saudi ArabiaTel: + 966 (11) 211 6000Fax: + 966 (11) 460 0705Website: www.alrajhibank.com.sa E-mail: contactcentre1@alrajhibank.com.sa

Aljazira CapitalKing Fahd RoadP.O Box: 20438,Riyadh 11455 Kingdom of Saudi ArabiaTel: +966 (11) 2256000Fax: +966 (11) 2256068Website: www.aljaziracapital.com.saE-mail: contactus@aljaziracapital.com.sa

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Main Banks of the CompanyThe Saudi Investment BankKing Saud RoadP.O. Box 3533 Riyadh 11481Kingdom of Saudi ArabiaTel: +966 (11) 478 6000Fax: +966 (11) 477 6781Website: www.saib.com.saE-mail: ir@saib.com.sa

NCBKing Abdul Aziz RoadP.O. Box 3555 Jeddah 21481Kingdom of Saudi ArabiaTel: +966 (12) 649 3333Fax: +966 (12) 643 7426Website: www.Alahli.com.saE-mail: contactus@alahli.com

Al Rajhi BankOlaya RoadP.O. Box 28, Riyadh 11411Kingdom of Saudi ArabiaTel: +966 (11) 211 6000Fax: +966 (11) 460 0705Website: www.alrajhibank.com.sa E-mail: contactcentre1@alrajhibank.com.sa

Samba Financial GroupKing Abdul Aziz RoadP.O. Box 833, Riyadh 11421Kingdom of Saudi ArabiaTel: + 966 (11) 4774770Fax: + 966 (11) 4799402Website: www.samba.comE-mail: CustomerCare@samba.com

Saudi British BankPrince Abdulaziz Bin Mossaid Bin Jalawi StreetP.O. Box 9084, Riyadh 11413Kingdom of Saudi ArabiaTel: +966 (11) 4050677Fax: + 966 (11) 4050660Website: www.sabb.comE-mail: info@sabb.com.sa

Bank AljaziraKing Abdul Aziz RoadP.O. Box 6277 Jeddah 21442 Kingdom of Saudi ArabiaTel: +966 (12) 6098888 Fax: +966 (12) 6098881 Website: www.baj.com.saE-mail: info@baj.com.sa

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Alawwal BankRiyadh, Al Dhabab StreetP.O. Box 1467, Riyadh 11431Kingdom of Saudi ArabiaTel: +966 (11) 4010288 Fax: +966 (11) 4031104 Website: www.alawwalbank.comE-mail: ca-tradeadvisory@shb.com.sa

Gulf International BankGranada Business & Residential ParkEastern Ring RoadP.O. Box 93413 Riyadh 11673Kingdom of Saudi ArabiaTel: +966 (11) 5103333 Fax: +966 (11) 5103394 Website: www.gib.comE-mail: customervoiceunit@gib.com

Bank AlbiladSalahuddin RoadP.O. Box 140 Riyadh 11411Kingdom of Saudi ArabiaTel: +966 (11) 4798888 Fax: +966 (11) 4798898 Website: www.bankalbilad.comE-mail: info@bankalbilad.com.sa

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Offering Summary This Offering Summary is intended to provide a brief overview of the information contained in this Prospectus. As such, it does not contain all of the information that may be important to prospective investors. Accordingly, this summary must be read as an introduction to this Prospectus, and prospective investors should read this entire Prospectus in full. Any decision to invest in the Offer Shares by prospective investors should be based on a consideration of this Prospectus as a whole.

In particular, it is important to carefully consider the “Important Notice” on page (i) and Section (2) “Risk Factors” prior to making any investment decision on the Offer Shares.

The Company Amlak International for Real Estate Finance is a Saudi closed joint stock company established under Commercial Registration No. 1010234356 dated 27/05/1428H (corresponding to 13/06/2007G), Minister of Commerce and Industry Resolution No. 132/S dated 25/5/1428H (corresponding to 11/06/2007G), SAMA License No. 2/ PU/201312 dated 21/02/1435H (corresponding to 24/12/2013G) and SAGIA License No. 102030115042 dated 19/12/1427H (corresponding to 09/01/2007G). The current Commercial Registration of the Company expires on 27/05/1443H (corresponding 31/12/2021G). The Company’s registered address is PO Box 28088, Al Madhar Street, Riyadh, 11437, KSA.The Company was established as a Saudi closed joint stock company with a Share Capital of one billion (1,000,000,000) Saudi riyals divided into one hundred million (100,000,000) ordinary cash shares with a fully-paid nominal value of ten (10) Saudi riyals per share. At the Extraordinary General Assembly Meeting held on 02/09/1432H (corresponding to 02/08/2011G), the Shareholders decided to reduce the Share Capital from one billion (1,000,000,000) Saudi riyals to eight hundred seventy-seven million, five hundred thousand (877,500,000) Saudi riyals, as it exceeded the Company’s needs. To reduce it, the Company was to purchase and cancel twelve million, two hundred fifty thousand (12,250,000) shares in accordance with the relevant provisions of the Companies Law. At its Meeting held on 09/06/1433H (corresponding to 30/04/2012G), the Extraordinary General Assembly decided to amend its previous decision on the reduction of the Share Capital from one billion (1,000,000,000) Saudi riyals to eight hundred seventy-seven million, five hundred thousand (877,500,000) Saudi riyals. Following this amendment, the Share Capital was to be reduced from one billion (1,000,000,000) Saudi riyals to nine hundred million (900,000,000), as it exceeded the Company’s needs. To reduce it, the Company was to purchase and cancel ten million (10,000,000) shares in accordance with the relevant provisions of the Companies Law. At the Extraordinary General Assembly Meeting held on19/08/1438H (corresponding to 16/05/2017G), the Shareholders decided to increase the Share Capital of the Company from nine hundred million (900,000,000) Saudi riyals to nine hundred three million (903,000,000) Saudi riyals through issuance of three hundred thousand (300,000) new shares at a value of three million (3,000,000) Saudi riyals, registered for some employees under the Employee Share Scheme. At the Extraordinary General Assembly Meeting held on 21/08/1439H (corresponding to 07/05/2018G), the Shareholders also approved the increase in the Company’s Share Capital from nine hundred three million (903,000,000) Saudi riyals to nine hundred six million (906,000,000) Saudi riyals through issuance of three hundred thousand (300,000) new shares at a value of three million (3,000,000) Saudi riyals, registered for some employees under the Employee Share Scheme. The Company’s current Share Capital is nine hundred six million (906,000,000) Saudi riyals divided into ninety million, six hundred thousand (90,600,000) shares with a fully-paid nominal value of ten (10) Saudi riyals per share.

Company’s Activity

The Company’s main activity is to engage in real estate finance under Commercial Registration No. 1010234356 dated 27/05/1428H and SAMA License No. 2/PU/201312 dated 21/02/1435H (corresponding to 24/12/2013G).

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Major Shareholders

The following table sets out the names and shareholding of the Company’s Major Shareholders before and after the Offering:

Shareholders

Pre-Offering Post-Offering

Number of Shares

Direct Ownership (%)

Number of Shares

Direct Ownership (%)

The Saudi Investment Bank

29,000,000 32.01% 20,300,000 22.41%

Amlak Finance 23,750,000 26.21% 16,625,000 18.35%

Al Tawfeek Development House

13,000,000 14.35% 9,100,000 10.04%

Almakarim International for Real Estate Development

5,100,000 5.63% 3,570,000 3.94%

Aseer Company for Trading and Tourism

5,000,000 5.52% 3,500,000 3.86%

Total 75,850,000 83.72% 53,095,000 58.60%

Selling Shareholders

The following table sets out the details of the Company’s Selling Shareholders, the number of their shares and their ownership interest before and after the Offering:

Shareholders

Pre-Offering Post-Offering

Numberof Shares

DirectOwnership

(%)

Numberof Shares

DirectOwnership

(%)

The Saudi Investment Bank 29,000,000 32.01% 20,300,000 22.41%

Amlak Finance 23,750,000 26.21% 16,625,000 18.35%

Al Tawfeek Development House 13,000,000 14.35% 9,100,000 10.04%

Almakarim International for Real Estate Development

5,100,000 5.63% 3,570,000 3.94%

Aseer Company for Trading and Tourism 5,000,000 5.52% 3,500,000 3.86%

Al Bawarej International Development & Real Estate Investment Company

2,550,000 2.81% 1,785,000 1.97%

Sami Saeed Ali Al-Angari 2,550,000 2.81% 1,785,000 1.97%

Al-Nawasi Al-Arabia for Development and Advancement

2,550,000 2.81% 1,785,000 1.97%

Abdullah Ibrahim Sulaiman Al-Howaish 2,062,500 2.28% 1,443,750 1.59%

Zarabi Al-Arabia for Development and Advancement

1,250,000 1.38% 875,000 0.97%

Mohammed Abdulrahman Sulaiman Al-Farraj

750,000 0.83% 525,000 0.58%

Abdullah Khalid Abdullah Al-Melhem 750,000 0.83% 525,000 0.58%

Sulaiman Mohammed Sulaiman Al-Romaih 750,000 0.83% 525,000 0.58%

Abdulaziz Abdulrahman Abdullah Al-Modaimegh

750,000 0.83% 525,000 0.58%

Abdullah Turki Saad Al Sudairy 300,000 0.33% 210,000 0.23%

Tawfiq Yahya Hassan Maafa 97,500 0.11% 68,250 0.08%

Saud Abdullah Abdulrahman Al Shathri 85,000 0.09% 59,500 0.07%

Nizar Saleh Ibrahim Al Suwaiyan 52,500 0.06% 36,750 0.04%

Osama Mirza Saleh Al-Khanzeri 50,000 0.06% 35,000 0.04%

Mohammed Habeeb Mohammed Al Salman

42,500 0.05% 29,750 0.03%

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Selling Shareholders(continued) Shareholders

Pre-Offering Post-Offering

Numberof Shares

DirectOwnership

(%)

Numberof Shares

DirectOwnership

(%)

Abdullah Saad Ali Al Shathri 40,000 0.04% 28,000 0.03%

Ali Mohammed Zafir Alshashaa 40,000 0.04% 28,000 0.03%

Turki Otaibi Moaid Al Zahrani 27,500 0.03% 19,250 0.02%

Rashed Khalid Rashed Al Madyan 27,500 0.03% 19,250 0.02%

Khaled Ibrahim Mohamed Al-Aqeel 15,000 0.02% 10,500 0.01%

Omar Sulaiman Abdulaziz Abanomia 10,000 0.01% 7,000 0.01%

Total 90,600,000 100.00% 63,420,000 70.00%

Company’s Share Capital before and after the Offering

The Company’s Share Capital prior to the Offering is nine hundred six million (906,000,000) Saudi riyals and will remain the same after the Offering.

Total number of the Company’s Shares before and after the Offering

The Company’s Shares prior to the Offering is ninety million, six hundred thousand (90,600,000) shares and will remain the same after the Offering.

Nominal Value per Share

Ten Saudi riyals (SAR 10) per share.

Offering Initial public offering of twenty-seven million, one hundred eighty thousand (27,180,000) ordinary shares with a fully-paid nominal value of ten (10) Saudi riyals per share, at an Offer Price of SAR [•] per share. The Offer Shares, in total, represent 30% of the Company’s Share Capital.

Number of Offer Shares

Twenty-seven million, one hundred eighty thousand (27,180,000) fully-paid ordinary shares.

Percentage of Offer Shares of the Company’s Share Capital

The Offer Shares represent 30% of the Company’s Share Capital.

Offer Price SAR [•] per Share

Total Value of Offering

SAR [•]

Use of Proceeds The Net Proceeds of SAR ([•]) (after deducting the Offering expenses estimated at fifteen million (15,000,000) Saudi riyals will be paid to the Selling Shareholders on a pro-rata basis according to the number of Offer Shares owned by each Selling Shareholder. The Company will not receive any part of the Offering Proceeds (for further details on the use of Offering proceeds, please see Section 8 “Use of Proceeds”).

Number of Offer Shares to be Underwritten

Twenty-seven million, one hundred eighty thousand (27,180,000) shares.

Total Offering Amount to be Underwritten

SAR [•]

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Categories of Targeted Investors

(A) Participating Parties: comprising a number of institutions and companies, including investment funds, qualified foreign investors and companies, and Gulf investors with legal personality (for further details, please see Section (1) “Terms and Definitions”); and (B) Individual Subscribers. This tranche comprises Saudi natural persons including any divorced or widowed Saudi woman having minor children from a marriage to a non-Saudi individual, who is entitled to subscribe to the Offer Shares for her own benefit, in the names of her minor children, on the condition that she proves that she is divorced or widowed and the mother of her minor children, any non-Saudi natural person who is resident in the Kingdom who has a bank account with one of the Receiving Entities and GCC natural persons. Subscription of a person in the name of his divorcee shall be deemed invalid, and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted.

Total Offer Shares Available for each Targeted Investor Category in the Offering

Number of Offer Shares Available to Participating Parties

Twenty-seven million, one hundred eighty thousand (27,180,000) shares representing 100% of the total number of Offer Shares. If there is sufficient demand by Individual Subscribers, and the Participating Entities subscribe to all the Offer Shares allocated to them, the Lead Manager shall have the right to reduce the Offer Shares allocated to Participating Entities to 24,462,000 Offer Shares, representing 90% of the total number of Offer Shares

Number of Offer Shares Available to Individual Subscribers

A maximum of two million, seven hundred eighteen thousand (2,718,000) shares, representing 10% of the total number of Offer Shares.

Subscription Method for each Targeted Investor Category

Subscription Method for Participating Parties

Participating Parties as defined in Section (1) “Terms and Definitions” may apply for subscription. The Lead Manager will provide the Subscription Application Forms to the Institutional Subscribers during the Book-Building Period. After initial allocation, the Participating Entities shall complete Subscription Application Forms, which will be made available to them by the Bookrunner in accordance with the instructions mentioned in Section (16) “Details on Shares and Subscription Terms & Conditions”.

Subscription Method for Individual Subscribers

Subscription Application Forms will be available during the Offering Period for Individual from the Lead Manager and Receiving Entities. Subscription Application Forms shall be completed in accordance with the instructions mentioned in Section (16) “Details on Shares and Subscription Terms & Conditions”. Individual Subscribers who have recently participated in previous initial public offering can also subscribe through the internet, telephone banking, or ATMs of any of the Receiving Entities or branches thereof that offer any or all such services to its customers, provided that the following requirements are satisfied: (i) the Individual Subscriber has a bank account with a Receiving Entity that offers such services and (ii) there have been no changes in the personal information or data of the Individual Subscriber since such person’s subscription in the last offering.

Minimum Number of Offer Shares that can be Subscribed for by each Targeted Investor Category

Minimum Number of Offer Shares that can be Subscribed for by Participating Parties

One hundred thousand (100,000) shares

Minimum Number of Offer Shares that can be Subscribed for by Individual Subscribers

Ten (10) shares.

Minimum Subscription Amount for each Targeted Investor Category

Minimum Subscription Amount for Participating Parties

SAR [•].

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Minimum Subscription Amount for Individual Subscribers

SAR [•].

Maximum Number of Offer Shares that can be Applied for by each Targeted Investor Category

Maximum Number of Offer Shares that can be Applied for by Participating Parties

Four million, five hundred twenty-nine thousand, nine hundred ninety-nine (4,529,999) shares

Maximum Number of Offer Shares that can be Applied for by Individual Subscribers

One million (1,000,000) shares.

Maximum Subscription Amount for each Targeted Investor Category

Maximum Subscription Amount for Participating Parties

SAR [•].

Maximum Subscription Amount for Individual Subscribers

SAR [•].

Method of Allocation and Refund of Excess Subscription Amount for each Targeted Investor Category

Allocation of Offer Shares to Participating Parties

The number of Offer Shares to be initially allocated to the Participating Parties will be twenty-seven million, one hundred eighty thousand (27,180,000) shares, representing one hundred percent (100%) of the total number of Offer Shares, with the final allocation made after the end of the Individual Subscribers’ subscription. In the event that Individual Subscribers subscribe for the Offer Shares allocated thereto, the Bookrunner shall have the right to reduce the number of Offer Shares allocated to the Participating Parties to twenty-four million, four hundred sixty-two thousand (24,462,000) shares, representing ninety percent (90%) of the Offer Shares after completion of the Individual Investor subscription process.

Allocation of Offer Shares to Individual Subscribers

Allocation of the Offer Shares to Individual Subscribers is expected to be completed no later than 21/11/1441H (corresponding to 12/07/2020G). The minimum number of Offer Shares that can be subscribed for is ten (10) shares, while the maximum number is one million (1,000,000) Shares. The remaining Offer Shares, if any, will be allocated as proposed by the Issuer and the Financial Advisor. In the event that the number of Individual Subscribers exceeds two hundred seventy-one thousand, eight hundred (271,800) Individual Subscribers, the Company will not guarantee the minimum allocation of ten (10) Offer Shares per Individual Subscriber and the allocation of Offer Shares to Individual Subscribers will be determined at the discretion of the Issuer and Financial Advisor.

Refund of Excess Subscription Monies

Excess subscription monies, if any, will be refunded to Subscribers without any charge or commission being withheld by the Lead Manager or Receiving Entities. Announcement of the final allotment on 21/11/1441H (corresponding to 12/07/2020G) and refund of excess subscription monies, if any, will be made no later than 23/11/1441H (corresponding to 14/07/2020G) (for further details, see Sub-section “Allocation of Shares and Refund of Excess Subscription Monies” in Section (16) “Details on Shares and Subscription Terms & Conditions”).

Offering Period for Individual

The Offering Period for Individual will commence on 11/11/1441H (corresponding to 02/07/2020G), and will remain open for a period of seven days up to and including the closing day on 14/11/1441H (corresponding to 05/07/2020G).

Dividend Distributions

The Offer Shares will be entitled to their portion of any dividends declared by the Company as of the date of this Prospectus and for subsequent financial years (for further details, see Section (7) “Dividend Distribution Policy”).

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Voting Rights The Company has one class of Ordinary Shares only. None of the Shares carry any preferential voting rights. Each Share entitles its holder to one vote and each Shareholder has the right to attend and vote at the meetings of the General Assembly. (Please see Sub-sections “Summary of Company’s Bylaws” and “Description of Shares – Voting Rights” in Section (12) “Legal Information” of this Prospectus.)

Lock-up Period/Restrictions on Shares

The period during which the Major Shareholders shall be subject to a lock-up period of six (6) months from the date on which trading of the Offer Shares commences on the Exchange. During such period, the Major Shareholders may not dispose of any of their Shares. After the end of the Lock-up Period, they may dispose of their Shares without prior approval from CMA.

Listing of Shares

Prior to the Initial Public Offering, the Company Shares have not been listed in the Kingdom or elsewhere. An application has been made to the CMA for the registration and admission to listing of the Shares on the Saudi Stock Exchange (Tadawul), and all the relevant approvals required to conduct the Offering have been granted. Trading is expected to commence on the Exchange after the final allocation of the Shares (for further details, see Section “Key Dates and Subscription Procedures” of this Prospectus).

Risk Factors There are certain risks related to investment in the Offer Shares. These risks can be categorized into: (A) risks related to the Company’s activity and operations; (B) risks related to the market; and (C) risks related to the Offer Shares. These risks are described in Section (2) “Risk Factors” of this Prospectus and should be considered carefully prior to making an investment decision in relation to the Offer Shares.

Offering Expenses

The Offering expenses amount to about fifteen million (15,000,000) Saudi riyals, including the fees of the Financial Advisor, Lead Manager, Underwriter, Receiving Entities, Legal Advisor, Financial Due Diligence Advisor, and Market Consultant, in addition to marketing, arrangement, printing and distribution and other expenses related to the Offering. These expenses will be fully borne by the Selling Shareholders, and deducted from the Offering Proceeds.

Underwriter NCB Capital Company (NCB Capital) King Saud Road, NCB Regional Building P.O. Box 22216, Riyadh 11495 Kingdom of Saudi ArabiaTel: +966 (11) 874 7106 Fax: +966 (11) 406 0052Website: www.alahlicapital.com E-mail: ncbc.cm@alahlicapital.com

Note: The “Important Notice” on page (i) and Section (2) “Risk Factors” should be read thoroughly prior to making a decision to invest in the Company’s Shares offered in this Prospectus.

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Key Dates and Subscription Procedures Expected Offering Timetable

Event Dates

Offering Period for Individual A period of seven days starting from 11/11/1441H (corresponding to 02/07/2020G), until the end of 14/11/1441H (corresponding to 05/07/2020G)

Bidding and book-building period for Participating Entities

A period of ten days starting from 21/07/1441H (corresponding to 16/03/2020G), until the end of 02/08/1441H (corresponding to 26/03/2020G)

Deadline for submission of Subscription Application Forms based on the number of Offer Shares provisionally allocated for Participating Entities

07/08/1441H (corresponding to 31/03/2020G)

Deadline for payment of the subscription monies for Participating Entities based on the number of provisionally allocated Offer Shares

11/11/1441H (corresponding to 02/07/2020G)

Deadline for submission of Subscription Application Forms and payment of subscription monies (for Individual Subscribers)

14/11/1441H (corresponding to 05/07/2020G)

Announcement of final allotment of Offer Shares 21/11/1441H (corresponding to 12/07/2020G)

Refund of excess subscription monies (if any) No later than 23/11/1441H (corresponding to 14/07/2020G)

Expected date of commencement of trading in the Exchange

Trading of the company shares in the market is expected to commence after fulfillment of all relevant statutory requirements. Trading will be announced in local newspapers and on the Tadawul website (www.tadawul.com.sa).

Note: The above timetable and dates therein are rounded. Actual dates will be communicated through announcements appearing in local daily newspapers published in the Kingdom in Arabic and on the Tadawul website (www.tadawul.com.sa), the Financial Advisor’s website (www.alahlicapital.com), and the Company’s website (www.amlakint.com).

How to Apply for the OfferingSubscription is restricted to the following two groups of investors:

Tranche (A): Participating Parties: This tranche comprises the parties entitled to participate in the book building process as specified under the CMA’s Instructions on Book Building and Allocation of Shares in Initial Public Offerings (for further details, please see Section (1) “Definitions and Abbreviations”). Participating Parties can obtain Subscription Application Forms from the Bookrunner during the book-building process period and Subscription Application Forms from the Lead Manager after the provisional allocation. The Bookrunner shall, after the approval of the CMA is obtained, offer the Offer Shares to Participating Entities during the book-building period only. Subscriptions by Participating Entities shall commence during the Offering Period for Individual, which also includes the Individual Subscribers, in accordance with the terms and conditions detailed in the Subscription Application Forms. A signed Subscription Application Form must be submitted to the Lead Manager, which represents a legally binding agreement between the Selling Shareholders and the Participating Entity submitting the application.

Tranche (B): Individual Subscribers: This tranche comprises Saudi natural persons including any divorced or widowed Saudi woman having minor children from a marriage to a non-Saudi individual, who is entitled to subscribe to the Offer Shares for her own benefit, in the names of her minor children, on the condition that she proves that she is divorced or widowed and the mother of her minor children, any non-Saudi natural person who is resident in the Kingdom who has a bank account with one of the Receiving Entities and GCC natural persons. A subscription for shares made by a person in the name of his divorcee shall be deemed invalid and if and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. Subscription Application Forms for Individual Investors will be available during the Offering Period for Individual on the websites of the Receiving Entities offering this service. Individual Investors can also subscribe through the internet, telephone banking, or ATMs of any of the Receiving Entities that provide these services to its customers, provided that the following requirements are satisfied:

1. the Subscriber has a bank account at the Receiving Entity that offers such service.

2. there have been no changes in the personal information or data of the Subscriber (by way of removal or

xviii

addition of any family member) since the Subscriber last participated in a recent initial public offering.

Subscription Application Forms must be filled out in accordance with the instructions contained in Section (17) “Details on Shares and Subscription Terms & Conditions”. Each Applicant must accept all the relevant items in the Subscription Application Form. The Company reserves the right to decline any subscription application, in part or in whole, in the event that any of the subscription terms and conditions are not met. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted. The Subscription Application cannot be amended or withdrawn once submitted. Furthermore, the Subscription Application shall, upon submission, be considered a legally binding agreement between the Subscriber and the Company. (Please see Section (17) “Details on Shares and Subscription Terms & Conditions” in this Prospectus).

Summary of Key Information This summary of key information is intended to give an overview of the information contained in this Prospectus. However, it does not contain all the information that may be important to investors. Accordingly, this summary must be treated as a brief introduction to the key information in this Prospectus. Persons wishing to subscribe for the Offer Shares are advised to read the entire Prospectus so that any decision to invest in the Offer Shares is based on the careful consideration of this Prospectus as a whole, in particular the Financial Statements and related notes as well as the information set forth under Section (2) “Risk Factors” and the “Important Notice” section. Definitions and abbreviations herein shall have the meanings ascribed thereto in Section (1) “Definitions and Abbreviations” and elsewhere in this Prospectus.

The Company

OverviewAmlak International for Real Estate Finance (hereinafter referred to as the “Company” or the “Issuer”) is a Saudi joint stock company established under Commercial Registration No. 1010234356 dated 27/05/1428H (corresponding to 13/06/2007G), Minister of Commerce and Industry Resolution No. 132/S dated 25/5/1428H (corresponding to 11/06/2007G), SAMA License No. 2/ PU/201312 dated 21/02/1435H (corresponding to 24/12/2013G) and SAGIA License No. 102030115042 dated 19/12/1427H (corresponding to 09/01/2007G). The current Commercial Registration of the Company expires on 27/05/1443H (corresponding 31/12/2021G). The Company’s registered address is P.O. Box 28088, Al Mathar Street, Riyadh, 11437, KSA the Company’s headquarters were then transfer to their new location located at 3485 ath thumamah road, Al Rabie District Riyadh 13316 - 8450 P.O. Box 28088, Riyadh, 11437, KSA.

The Company was established as a closed joint stock company with a Share Capital of one billion (1,000,000,000) Saudi riyals divided into one hundred million (100,000,000) ordinary cash shares with a fully-paid nominal value of ten (10) Saudi riyals per share. At the Extraordinary General Assembly Meeting held on 02/09/1432H (corresponding to 02/08/2011G), the Shareholders decided to reduce the Share Capital from one billion (1,000,000,000) Saudi riyals to eight hundred seventy-seven million, five hundred thousand (877,500,000) Saudi riyals, as it exceeded the Company’s needs. To reduce it, the Company was to purchase and cancel twelve million, two hundred fifty thousand (12,250,000) shares in accordance with the relevant provisions of the Companies Law. At its Meeting held on 09/06/1433H (corresponding to 30/04/2012G), the Extraordinary General Assembly decided to amend its previous decision on the reduction of the Share Capital from one billion (1,000,000,000) Saudi riyals to eight hundred seventy-seven million, five hundred thousand (877,500,000) Saudi riyals. Following this amendment, the Share Capital was to be reduced from one billion (1,000,000,000) Saudi riyals to nine hundred million (900,000,000) Saudi riyals, as it exceeded the Company’s needs. To reduce it, the Company was to purchase and cancel ten million (10,000,000) shares in accordance with the relevant provisions of the Companies Law. At the Extraordinary General Assembly Meeting held on 19/08/1438H (corresponding to 16/05/2017G), the Shareholders decided to increase the Share Capital of the Company from fully-paid nine hundred million (900,000,000) Saudi riyals to fully-paid nine hundred three million (903,000,000) Saudi riyals through issuance of three hundred thousand (300,000) new shares at a value of three million (3,000,000) Saudi riyals, registered for some employees under the Employee Share Scheme. At the Extraordinary General Assembly Meeting held on 21/08/1439H (corresponding to 07/05/2018G), the Shareholders also approved the increase in the Company’s Share Capital from fully-paid nine hundred three million (903,000,000) Saudi riyals to fully-paid nine hundred six million (906,000,000) Saudi riyals through issuance of three hundred thousand (300,000) new shares at a value of

xix

three million (3,000,000) Saudi riyals, registered for some employees under the Employee Share Scheme.

As of the date of this Prospectus, the Share Capital represents the current share capital of the Company following the recent increase. Below is the ownership structure of the Company before and after the Offering:

Table (2): The ownership structure of the Company before and after the Offering

Shareholders

Pre-Offering Post-OfferingN

umbe

r of

Sha

res

Nom

inal

Val

ue(S

AR)

Dir

ect

Ow

ners

hip

(%)

Indi

rect

Ow

ners

hip

Perc

enta

ge

Num

ber

of S

hare

s

Nom

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Val

ue (S

AR)

Dir

ect

Ow

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hip

(%)

Indi

rect

Ow

ners

hip

Perc

enta

ge

The Saudi Investment Bank

29,000,000 290,000,000 32.01% N/A 20,300,000 203,000,000 22.41% N/A

Amlak Finance 23,750,000 237,500,000 26.21% N/A 16,625,000 166,250,000 18.35% N/A

Al Tawfeek Development House

13,000,000 130,000,000 14.35% N/A 9,100,000 91,000,000 10.04% N/A

Almakarim International for Real Estate Development

5,100,000 51,000,000 5.63% N/A 3,570,000 35,700,000 3.94% N/A

Aseer Company for Trading and Tourism

5,000,000 50,000,000 5.52% N/A 3,500,000 35,000,000 3.86% N/A

Al Bawarej International Development & Real Estate Investment Company

2,550,000 25,500,000 2.81% N/A 1,785,000 17,850,000 1.97% N/A

Sami Saeed Ali Al-Angari

2,550,000 25,500,000 2.81% N/A 1,785,000 17,850,000 1.97% N/A

Al-Nawasi Al-Arabia for Development and Advancement

2,550,000 25,500,000 2.81% N/A 1,785,000 17,850,000 1.97% N/A

Abdullah Ibrahim Sulaiman Al-Howaish

2,062,500 20,625,000 2.28% N/A 1,443,750 14,437,500 1.59% N/A

Zarabi Al-Arabia for Development and Advancement

1,250,000 12,500,000 1.38% N/A 875,000 8,750,000 0.97% N/A

Mohammed Abdulrahman Sulaimanِ Al-Farraj

750,000 7,500,000 0.83% N/A 525,000 5,250,000 0.58% N/A

Abdullah Khalid Abdullah Al-Melhem

750,000 7,500,000 0.83% N/A 525,000 5,250,000 0.58% N/A

Sulaiman Mohammed Sulaiman Al-Romaih

750,000 7,500,000 0.83% N/A 525,000 5,250,000 0.58% N/A

xx

Shareholders

Pre-Offering Post-Offering

Num

ber

of S

hare

s

Nom

inal

Val

ue(S

AR)

Dir

ect

Ow

ners

hip

(%)

Indi

rect

Ow

ners

hip

Perc

enta

ge

Num

ber

of S

hare

s

Nom

inal

Val

ue (S

AR)

Dir

ect

Ow

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hip

(%)

Indi

rect

Ow

ners

hip

Perc

enta

ge

Abdulaziz Abdulrahman Abdullah Al-Modaimegh

750,000 7,500,000 0.83% N/A 525,000 5,250,000 0.58% N/A

Abdullah Turki Saad Al Sudairy

300,000 3,000,000 0.33% N/A 210,000 2,100,000 0.23% N/A

Tawfiq Yahya Hassan Maafa

97,500 975,000 0.11% N/A 68,250 682,500 0.08% N/A

Saud Abdullah Abdulrahman Al Shathri

85,000 850,000 0.09% N/A 59,500 595,000 0.07% N/A

Nizar Saleh Ibrahim Al Suwaiyan

52,500 525,000 0.06% N/A 36,750 367,500 0.04% N/A

Osama Mirza Saleh Al-Khanzeri

50,000 500,000 0.06% N/A 35,000 350,000 0.04% N/A

Mohammed Habeeb Mohammed Al Salman

42,500 425,000 0.05% N/A 29,750 297,500 0.03% N/A

Abdullah Saad Ali Al Shathri

40,000 400,000 0.04% N/A 28,000 280,000 0.03% N/A

Ali Mohammed Zafir Alshashaa

40,000 400,000 0.04% N/A 28,000 280,000 0.03% N/A

Turki Otaibi Moaid Al Zahrani

27,500 275,000 0.03% N/A 19,250 192,500 0.02% N/A

Rashed Khalid Rashed Al Madyan

27,500 275,000 0.03% N/A 19,250 192,500 0.02% N/A

Khaled Ibrahim Mohamed Al-Aqeel

15,000 150,000 0.02% N/A 10,500 105,000 0.01% N/A

Omar Sulaiman Abdulaziz Abanomia

10,000 100,000 0.01% N/A 7,000 70,000 0.01% N/A

The Public - - - - 27,180,000 271,800,000 30.00% -

Source: The Company.

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Principal Activities of the CompanyThe Company’s main activity is to engage in the real estate finance business for companies and individuals in accordance with the Companies Law, the Law on Supervision of Finance Companies and its Implementing Regulations, the relevant regulations and the rules and instructions issued by the competent authorities.

The Company operates through three branches:

– Riyadh Branch

– Jeddah Branch

– Khobar Branch

The Company offers real estate finance with three financing products:

– Murabaha

– Ijara

– Ijara mawsofa fi athemmah

The Company has a customer base of high net worth individuals as well as companies, and provides its business and products upon review and approval by the Company’s Sharia Board.

Vision and Mission

Vision To be the Sharia-compliant real estate financier of choice for individuals and companies.

Mission – Offer our customers innovative, value-added financial solutions based on a long-term relationship built

on confidence and mutual benefit.

– Maximize the sustainable value of our shareholders’ investments, by balancing economic rewards and risks.

– Recognize our people as a treasured resource, and act as a catalyst to unlock their potential and expand personal horizons.

– Promote constructive participation to meet society’s aspirations for real estate ownership.

ValuesThe Company adopts distinguished values, through which it seeks to achieve its objectives as follows:

– Innovation: Proactively changing, reinventing and evolving, to stay relevant in an ever-changing marketplace

– Leadership: Being the standard-bearer in each of the business segments we operate in, offering an unsurpassed value proposition to meet and exceed customer needs

– Trust: Maintaining strong and enduring relationships with all stakeholders, based on transparency, mutual respect and fair play.

– Competence: Developing market-leading capabilities by being professional, inclusive and meritocratic

– Ownership: Being accountable to customers, shareholders, employees and societies, in pursuit of balanced and sustainable returns and growth

StrategyAmlak International aims to be a leading provider of Sharia-compliant real estate finance services through review and approval by the Company’s Sharia Board, and to achieve balanced and steadily increasing revenues, thus establishing its leading position within the real estate finance industry in Saudi Arabia. As a driver of its success, the Company has an experienced team that implements the Company’s strategy, with stable performance and high productivity.

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The Company’s strategic objectives are based on the following initiatives:

(1) IMF, June 2018G; SAMA Annual Statistics for 2017G; SAMA Annual Statistics for 2017G.

– Digital and technical transformation

– Capital structure management

– Cooperation with government and private sectors

– Development of corporate and high-net-worth investors

– Risk management

– Saudization and talent management

– Continuous development of customer service

Competitive Advantages of the Company – The largest non-bank real estate financer

– A sound and strong financial position

– Professional and efficient staff capable of serving customers

– Strong and comprehensive relationships with strategic partners

– Effective governance structure enabling the Board and its committees to efficiently carry out their duties

– Unique brand

Summary of Market Information

Market OverviewThe data and information related to the real estate finance sector in the Kingdom contained in this section have been derived from publicly available information. However, there is no reason to believe that this information is inaccurate or incorrect. Therefore, the Board, Shareholders and Advisors have not independently verified the accuracy of this data and information, and thus there is no guarantee that such information is accurate and complete.

Saudi EconomyThe Saudi economy is showing signs of improving economic fundamentals. According to SAMA, Saudi Arabia’s nominal GDP grew by about 6.5%, from SAR 2.42 trillion in 2016G to SAR 2.58 trillion in 2017G. Moreover, the Kingdom ranked 20th among the world’s economies in 2017G by nominal GDP. A further indicator of the robust Saudi economy is the increase in GDP per capita to 78,965 Saudi riyals in 2017G compared to 76,083 Saudi riyals in 2016G.

Table (3): Key Macroeconomic Indicators

Indicator 2012G 2013G 2014G 2015G 2016G 2017G

GDP at current prices (SAR billion) 2,759.9 2,799.9 2,836.3 2,453.5 2,418.5 2,575.3

Real GDP (annual growth rate) 5.4 2.7 3.7 4.1 1.7 (0.9)

Population (million) 29.2 30.0 30.8 31.4 31.8 32.6

GDP per capita (SAR) 94,531 95,300 94,553 79,425 76,083 78,965

Budget surplus / deficit (SAR million) 329,340 157,878 (100,462) (388,599) (311,065) (238,494)

CPI Inflation (annual percent change) 2.9 3.5 2.2 1.2 2.1 (0.8)

Trade balance (SAR billion) 873.03 778.94 632.25 108.28 162.79 327.43

Source: Saudi Arabian Monetary Authority, 2012G- 2017G.

Despite contraction of real GDP, the Saudi economy managed to significantly reduce the budget deficit in 2017G compared to 2016G, due to the implementation of several government reforms and initiatives aimed at diversifying the economy and decreasing dependence on oil. As a result, the percentage of non-oil revenues out of total government revenues increased from 27% in 2016G to 37% in 2017G.(1)

xxiii

The Kingdom has made significant progress in implementing its ambitious reform program within the framework of NTP 2020G as part of Vision 2030. In order to diversify the Saudi economy to become less dependent on oil revenues, the government has made several economic and social policy decisions, such as introducing VAT, reducing energy subsidies, supporting entertainment areas and thus creating a more dynamic private sector and as well as generating more jobs for citizens.

The estimated expenditure of the Saudi budget grew by 9.88%, from SAR 890 billion in 2017G to SAR 978 billion in 2018G, which was allocated to improve the overall economic environment, as part of government efforts to encourage further private sector investments, increase public spending, and mitigate austerity measures.

PopulationThe Kingdom’s total population increased from 27.14 million in 2010G, to 32.55 million in 2017G, with a CAGR of 2.6%. According to World Bank estimates, the population is likely to grow at a CAGR of 1.6% between 2018G and 2025G to 34.14 million in 2020G and then to 36.96 million in 2025G. Furthermore, Saudi Arabia has a young population with 37% of the total population aged 15 to 34, which will increase demand for housing.

Table (4): Population growth 2010G - 2025G

Year 2010G* 2017G* 2020G** 2025G**

Population (million) 27.14 32.55 34.14 36.96

Source: * Saudi Arabia General Authority for Statistics, 2017G, ** World Bank forecasts.

The distribution of population by nationality shows that 63% of the population was Saudi and 37% was non-Saudi in 2017G compared to 69% Saudi and 31% non-Saudi in 2010G.

Table (5): Distribution of population by nationality, 2017G

Nationality Population Percentage

Saudis 20,408,362 63%

Non-Saudis 12,143,974 37%

Total 32,552,336 100%

Source: Saudi Arabia General Authority for Statistics, 2017G.

The distribution of population by region also shows that the Western Region and Central Region together constitute about 64% of the Kingdom’s total population. The highest percentage of the population is concentrated in the Western Region (34%), followed by the Central Region (30%).

Table (6): Distribution of population by Region, 2017G

Region Population Percentage

Western Region 11,166,617 34%

Central Region 9,640,219 30%

Eastern Region 4,900,325 15%

Southern Region 4,361,665 13%

Northern Region 2,483,510 8%

Total 32,552,336 100%

Source: Saudi Arabia General Authority for Statistics, 2017G.

The Saudi Real Estate Finance SectorThe Saudi real estate market is composed mainly of six specialized real estate financers and commercial banks that offer various types of real estate financing to citizens and expatriates. All such financers are Saudi joint stock companies. In addition, 34 financers were licensed to operate in Saudi Arabia in 2017G, of which six offer real estate financing to customers while the remaining 28 offer financial products other than real estate financing.

xxiv

Summary of Financial Information The financial information below should be read in conjunction with the audited financial statements of the Company for the financial years ended 31 December 2016G, 2017G and 2018G and the six-month period ended 30 June 2019G, along with notes thereto included elsewhere in this Prospectus. The amended financial statements for the year ended 31 December 2016G derived from the financial statements for 2017G and the financial statements for the year ended 31 December 2017G derived from the financial statements for 2018G have been used in the table below.

Table (7): Summary of financial information

Audited Statement of Income (SAR 000)

Year ended31 December

2016G(Amended)

Year ended31 December

2017G

Year ended31 December

2018G

Six-month period ended

30 June2018G

(Amended)

Six-month period ended

30 June2019G

Total income from Ijara, Murabaha, Ijara mawsofa fi athemmah, Fee and commission income and Gain on sale of portfolio

260,387 267,414 267,083 129,411 137,561

Transaction processing and evaluation fees(1)

- (1,422) (1,581) (690) (1,524)

Borrowing costs (81,809) (91,755) (88,087) (43,419) (47,362)

Other income - - 226 226 593

Gain on sale of portfolio 133 - - - -

Share in net profit from joint ventures

12,797 8,911 (240) - -

Arrangement fees 530 500 268 -

Depreciation and write off(2) - (2,054) (3,044) (1,100) (1,249)

General and administrative expenses

(64,627) (65,046) (66,802) (32,765) (35,887)

Selling and marketing expenses

(8,920) (8,955) (8,208) (3,595) (5,205)

Impairment in properties and equipment

- (2,905) (2,100) - -

Impairment allowance for credit losses, net

(9,451) (1,434) 98 - 1,678

Income before zakat and income tax

109,040 103,254 97,613 48,068 48,605

Zakat & income tax for the period

- - - (1,569) (8,723)

Zakat and income tax for the previous period

- - - - (16,608)

Net income 109,040 103,254 97,613 46,499 23,279

Source: Audited Financial Statements and the Company.

(1) Transaction processing and evaluation fees for 2016G have been included in Total income from Murabaha, Ijara and Ijara mawsofa fi athemmah.

(2) Depreciation for 2016G was recognized in general and administrative expenses.

(3) Starting from the financial statement for the second quarter 2019G, the company has modified the recognition of the Zakat and Income Tax to be reported in the income statement, to be in line with the latest instructions issued by SAMA on July 17, 2019G.

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Statement of Financial Position (SAR 000)

31 December2016G

(Amended)

31 December2017G

31 December2018G

31 December2018G

(Amended)

30 June2019G

Assets

Cash and cash equivalents 9,347 29,634 15,965 15,965 67,480

Murabaha receivables, net 432,042 260,749 108,256 108,256 85,824

Ijara receivables, net 2,537,413 2,744,421 2,902,822 2,902,822 2,933,492

Ijara Mawsofa Fi Athemmah receivables, net

120,218 116,696 79,662 79,662 63,873

investment 10,988 12,887 - 12,484 12,827

Investments at fair value through other comprehensive income (FVOCI)

- - 12,484 - -

Positive fair value of derivatives

2,582 1,046 1,087 1,087 453

Prepayments and other assets

34,921 103,218 106,985 106,984 100,763

Deferred tax assets - - - 516 509

Investment in joint ventures 112,824 29,530 7,922 7,922 5,050

Property and equipment, net 29,182 28,899 27,838 27,838 56,664

Total assets 3,289,517 3,327,080 3,263,020 3,263,536 3,326,935

Liabilities

Account payables and other accrual

40,392 68,312 92,086 92,086 102,625

Zakat and income tax payable

4,003 3,722 36,790 36,790 33,004

Borrowings 2,102,270 2,072,175 1,994,132 1,994,132 2,027,064

Negative fair value derivatives

746 666 - - 3,197

Employee’s end of service benefits

8,834 12,909 13,618 13,618 15,053

Total liabilities 2,156,245 2,157,784 2,136,626 2,136,626 2,180,943

Shareholders’ equity

Share Capital 900,000 903,000 906,000 906,000 906,000

Statutory reserve 41,329 51,654 61,415 61,415 61,415

AFS Reserve (1,012) 887 - - -

Fair value reserve - - (409) (409) -

Cash flow hedge reserve 1,836 380 1,087 1,087 (2,745)

Retained earnings 191,119 213,375 158,301 158,817 181,322

Total shareholders’ equity 1,133,272 1,169,296 1,126,394 1,126,910 1,145,992

Total liabilities and share-holders’ equity

3,289,517 3,327,080 3,263,020 3,263,536 3,326,935

Source: Audited Financial Statements and the Company.

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Statement of Cash Flows (SAR 000)

Year ended31 December

2016G(Amended)

Year ended31 December

2017G

Year ended31 December

2018G

Six-month period ended

30 June2018G

(Amended)

Six-month period ended

30 June2019G

Net cash used in/from operating activities

(177,719) 29,089 120,514 225,038 21,680

Net cash used/from investment activities

7,106 87,529 11,954 9,679 (2,560)

Net cash from/used in financing activities

169,614 (96,331) (146,138) (202,942) 32,395

Source: Audited Financial Statements and the Company.

Financial BenchmarksFinancial year ended 31 December Six-month period ended

2016G 2017G 2018G 30 June 2018G 30 Jun 2019G

Return on assets (%) 3.3% 3.1% 3.0% 1.4% 0.7%

Return on shareholders’ equity (%) 9.6% 8.8% 8.7% 4.1% 2.0%

Earnings per share before zakat (SAR) 1.2 1.1 1.1 0.53 0.54

Earnings per share after zakat (SAR) 1.2 1.1 1.1 0.51 0.26

Dividend per share for the period (SAR) 0.75 0.75 0.75 0.75 -

Total loans/total shareholders’ equity (once) 1.9 1.8 1.8 1.7 1.8

Net financing receivables to Borrowing 1.5 1.5 1.5 1.5 1.5

Net financing receivables to Shareholders Equity

2.7 2.7 2.7 2.7 2.7

Adjusted net income* (SAR 000) 106,114 100,537 95,132 Not applicable for six months

Not applicable for six months

Average financing cost of the Company (%) 4.1% 4.4% 4.3% Not applicable for six months

Not applicable for six months

Average financing margin (%) 4.6% 4.0% 4.0% Not applicable for six months

Not applicable for six months

Source: Company - * Adjusted net income: In 2016G, 2017G and 2018G, net income has been adjusted by deducting zakat from the income statement (given the audited financial statements of the Company have been prepared in accordance with SAMA’s instructions, pursuant to which the amount of zakat for the period is deducted from total equity in the statement of financial position). Starting from the fincnial statement for the second quarter 2019G, the company has modified the recognition of the Zakat and Income Tax to be reported in the income

statement, to be in line with the latest instructions issued by SAMA on July 17, 2019G.

The Company supplements its financial statements prepared in accordance with International Financial Reporting Standards (IFRS) with financial benchmarks that do not comply with IFRS, including earnings per share before zakat, earnings per share after zakat, dividend per share, adjusted net income. These benchmarks do not use a uniform scale and may be calculated differently by other companies. Therefore, the benchmark used by the Company may not be comparable to benchmarks provided by other companies and should not be relied upon in lieu of the audited financial statements of the Company prepared in accordance with IFRS. For more information on how to calculate these financial benchmarks, please refer to Section (6) “MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE COMPANY’S FINANCIAL POSITION”.

xxvii

Summary of risk factors Before deciding to subscribe for the Offer Shares, Prospective Subscribers are advised to carefully consider all of the information contained in this Prospectus, particularly the risks described below, which are addressed in detail in Section (2) “Risk Factors” of this Prospectus.

Risks Related to the Company’s Business: – Risks Related to the Company’s Strategy.

– Risks Related to Existing Financing Agreements.

– Risks Related to the Company’s Ability to Obtain Future Financing.

– Risks Related to Higher Financing Cost.

– Risks Related to Execution on Customer Guarantees.

– Risks Related to the Interpretation of Sharia Principles Relating to Ijara and Murabaha Contracts.

– Risks Related to Capital Adequacy and Enhanced Coverage of Risk and Reserve Ratios on Statutory Capital.

– Risks Related to Working Capital.

– Risks Related to Changes in Accounting Principles or Policies

– Risks Related to Transactions and Agreements with Related Parties.

– Risks Related to the Company’s Revenue Concentration.

– Risks Related to the Company’s Customer Concentration.

– Risks Related to Zakat Disputes.

– Risks Related to the Implementation of Value Added Tax (VAT).

– Risks Related to Competition.

– Risks Related to Individual and SME Customers.

– Risks Related to Geographic Concentration.

– Risks Related to Reputation

– Risks Related to Anti-Money Laundering, Risk Management, Counter-Terrorism Policies and Procedures and Other Relevant Regulations and Instructions.

– Risks Related to IT Systems.

– Risk Related to Litigation.